PGIL: VTB Capital Plc: Form 8.3 - Amendment - Polyus Gold International
Limited
UK Regulatory Announcement
LONDON
FORM 8.3
AMENDMENT
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Identity of the person whose VTB Capital PLC *
positions/dealings are being disclosed:
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
N/A
The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/offeree in relation to whose
relevant securities this form relates: Polyus Gold International
Limited
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity
of offeror/offeree:
(e) Date position held/dealing undertaken: 04 December 2012
(f) Has the discloser previously disclosed, or
are they today disclosing, under the Code in NO
respect of any other party to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or 101479326 3.35
controlled:
(2) Derivatives (other than options):
(3) Options and agreements to 1500000 0.05
purchase/sell:
TOTAL: 101479326 3.35 1500000 0.05
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
(b) Rights to subscribe for new securities (including directors’ and other
executive options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of Relevant Purchase/Sale Number of Securities Price per Unit
Security
0.01p Ordinary Purchase 30132 2.04
0.01p Ordinary Purchase 50000 2.05
0.01p Ordinary Sell 100000 2.04
(b) Derivatives transactions (other than options)
Nature of dealing
Class of Product Number of Price
relevant description e.g. opening/closing a reference per
security long/short position, securities unit
e.g. CFD increasing/reducing a
long/short position
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Writing, Number of Type Option
Class of Product purchasing, securities Exercise money
relevant description selling, to which price e.g. Expiry paid/
security e.g. call varying option per unit American, date received
option etc. relates European per unit
etc.
(ii) Exercising
Class of relevant Product description Number of Exercise price
security securities per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Nature of dealing
Class of relevant Details Price per unit (if
security e.g. subscription, applicable)
conversion
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the person
making the disclosure and any party to the offer or any person acting in
concert with a party to the offer:
If there are no such agreements, arrangements or understandings, state “none”
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? Yes
Date of disclosure: 6th December 2012
Contact name: Ross Sullivan/Darren Kellum
Telephone number: 020 3334 8430/020 3334 8568
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is
available for consultation in relation to the Code’s dealing disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
*This report is being made “on behalf of VTB Capital plc, JSC VTB Bank and
affiliated entities
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR
SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
Identity of person whose open positions are being VTB Capital PLC*
disclosed:
Name of offeror/offeree in relation to whose Polyus Gold International
relevant securities the disclosure relates: Limited
2. OPTIONS AND DERIVATIVES
Number of Type
Class of Product Written securities Exercise
relevant description or to which price e.g. Expiry
security e.g. call purchased option or per unit American, date
option derivative European
relates etc.
Option Call Option Written 1,500,000 2.11 European 21/12/2012
Note: The option position above (previously omitted from this section in prior
disclosures by the firm) relates to Short Option Position disclosed in S.2a 3
above and disclosed initially disclosed 13/09/2012.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position
can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to contracts for differences (“CFDs”) or spread bets.
The currency of all prices and other monetary amounts should be stated.
The Panel’s Market Surveillance Unit is available for consultation in relation
to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
*This report is being made “on behalf of VTB Capital plc, JSC VTB Bank and
affiliated entities
Contact:
VTB Capital Plc